Susan Riley
DULUTH HOLDINGSAbout Susan J. Riley
Susan J. Riley, age 66, has served as an independent director of Duluth Holdings Inc. since June 2022 and is the Chair of the Audit Committee and the Board-designated “audit committee financial expert,” reflecting deep finance leadership across retail and energy markets . Her education includes a B.S. in Business Administration & Accounting from Rochester Institute of Technology and an MBA from Pace University, underpinning her credentials in corporate finance and governance . The Board has determined she is independent under NASDAQ rules, and all incumbent directors met at least the 75% attendance threshold in FY2024; all then-current directors attended the 2024 annual meeting, indicating engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PJM Interconnection | Interim President & CEO | 2019–2020 | Prior board member with various leadership positions |
| Eastern Outfitters, LLC (Vestis Retail Group) | Chief Financial Officer | 2015–2016 | Finance leadership in retail |
| The Children’s Place | EVP – Finance & Administration; SVP & CFO | 2007–2011; 2006–2007 | Corporate finance and administration oversight |
| Klinger Advanced Aesthetics | EVP & CFO | Not disclosed | Senior finance role |
| Abercrombie & Fitch | SVP & CFO | Not disclosed | Senior finance role in apparel retail |
| Various companies | Financial leadership positions | Not disclosed | Multiple senior finance posts |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Retail Trade Winds (parent of New York & Company) | Director | 2019–2020 | Chair, Business Transformation Committee; Member, Audit Committee |
| PJM Interconnection | Director | 2005–2020 | Held various board leadership positions |
| Essendant Inc. | Director | 2012–2019 | Chair, Audit Committee; Member, Executive Committee |
| comStore Inc. | Director | 2017–2018 | Elected Chair of the Board |
| StrongArm Technologies | Director | 2011–2017 | Board service in safety equipment |
| Rochester Institute of Technology | Board of Trustees | 2008–2019 | Trustee |
Board Governance
- Independence: The Board determined Ms. Riley is independent under NASDAQ rules; all non-employee directors on the Audit, Compensation, and Nominating & Governance Committees meet applicable independence standards .
- Committee assignments: Audit Committee member and Chair; members are Finch, Kennedy, Paschke, Riley; the committee met six times in FY2024. She is also designated the Audit Committee Financial Expert and has requisite financial sophistication .
- Attendance: The Board met five times in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings, and all then-current directors attended the 2024 annual meeting .
- Governance context: DLTH is a NASDAQ “controlled company” given founder Stephen L. Schlecht’s voting control; while DLTH maintains compensation and nominating committees, Mr. Schlecht serves on both, which can attenuate fully independent committee oversight .
Fixed Compensation
| Component (FY ended Feb 2, 2025) | Amount (USD) |
|---|---|
| Annual Director Cash Retainer | $50,000 |
| Audit Committee Chair Retainer | $20,000 |
| Committee Membership Fees (non-chair) | $0 (not applicable for Riley as chair) |
| Meeting Fees | Not disclosed (DLTH uses retainers) |
| Fees Earned/Paid as Stock in Lieu of Cash | $0 (no election shown) |
| Annual Restricted Stock Grant (fair value) | $80,002 (granted at $4.45 close on grant date; vests in 1 year) |
| Total Director Compensation | $150,002 |
- Directors may elect to receive unrestricted Class B stock in lieu of 25%–100% of cash retainers; Susan Riley’s FY2024 figures reflect cash payment rather than stock in lieu .
Performance Compensation
| Performance Metric | Applies to Director Compensation? | Detail |
|---|---|---|
| Performance-based equity (PSUs) | No | Annual director equity grant is restricted stock that vests on first anniversary; no performance conditions disclosed |
| Cash bonus tied to metrics | No | Director pay structured via retainers and annual RS grants; no director bonus metrics disclosed |
Other Directorships & Interlocks
- Current and prior public/non-profit boards listed above; no DLTH disclosure of interlocks with DLTH competitors, suppliers, or customers involving Ms. Riley .
- Related-party transactions disclosed primarily involve Mr. S. Schlecht and family leasing arrangements; no transactions disclosed for Ms. Riley .
Expertise & Qualifications
- Audit committee financial expert; deep finance and CFO experience across multiple retailers (e.g., The Children’s Place, Abercrombie & Fitch) and operational leadership at PJM Interconnection .
- Education: B.S. in Business Administration & Accounting (RIT) and MBA (Pace), aligning with complex audit, controls, and governance oversight .
- Board experience includes audit chair roles and transformation oversight, strengthening risk, financial reporting, and strategic review capabilities .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (Class B) | 40,002 shares; less than 1% of outstanding |
| Unvested Restricted Stock (as of Feb 2, 2025) | 17,978 shares |
| Ownership Guidelines | Non-employee directors must hold ≥3x annual cash retainer; compliance reviewed annually |
| Compliance Status | “All officer and director participants currently comply” |
| Hedging/Pledging Policy | Company policy prohibits hedging and includes restrictions under “Restriction on Hedging and Pledging” |
Insider Trades
| Date Range | Filings Found | Notes |
|---|---|---|
| 2024–2025 | None for Susan J. Riley | No Form 4 filings surfaced in the period searched [ListDocuments: Form 4 returned 0]. |
| FY2024 Section 16(a) Compliance | No delinquency disclosure for Riley | Administrative delays noted only for Edwardson and Kennedy . |
Governance Assessment
- Strengths: Riley chairs the Audit Committee, is designated financial expert, and oversees six audit meetings including reviews of internal controls, auditor independence, and cybersecurity risk—positive signals for financial oversight and investor confidence .
- Alignment: Annual equity grants and stock ownership guidelines (≥3x cash retainer) with confirmed company-wide compliance support alignment; Riley’s beneficial ownership includes unvested restricted shares consistent with policy .
- Independence and Engagement: Board independence affirmed for non-employee directors and committees; attendance thresholds met by all incumbents and annual meeting attendance achieved—supportive of board effectiveness .
- Red flags and context: DLTH’s “controlled company” status, with founder serving on Compensation and Nominating & Governance Committees, can dilute independent oversight on pay and nominations; related-party leases with the founder represent governance risk factors though subject to policy review and disclosure .
- Say-on-Pay signal: 2024 say-on-pay received ~93% approval, suggesting shareholder acceptance of executive pay design despite net losses—indirectly supportive of overall governance but warrants continued scrutiny of performance-pay linkage .
Overall, Susan Riley’s audit leadership, financial expertise, independence, and equity alignment bolster board credibility, while DLTH’s controlled-company governance and founder-related party transactions remain structural risks investors should monitor .